V. Nallasenapathy, Member - (1.) Perused the Application of the Applicant Companies above named by the Company Scheme Application and read the Affidavit dated 10th March, 2017 of Mr. Ratansingh Rathore, a Director, of the Applicant Company No.1, in support of the Company Application and the Exhibits referred therein and heard Dr. Pallavi Divekar, Advocate for the Applicant Company.
(2.) The Scheme provides for the transfer of the disinvestment business of the Applicant Nos. 2 to 5 (Transferor Companies) as going concerns on a slump sale basis to the Applicant Company No.1 and in exchange for which, the lump sum Final Purchase Consideration shall be paid by the Applicant Company No.2 to the Applicant Nos. 2 to 5 (Transferor Companies), in accordance with the terms of the scheme and pursuant to the provisions of Section 230 to 232 of The Companies Act, 2013 and other relevant provisions of The Companies Act, 2013. The transfer of the divestment business pursuant to the Scheme would inter alia would result in the following benefits: (a) In case of Applicant Nos.2 to 5 {Transferor Companies): (i) Unlocking value by sale of part of their assets: (ii) Strengthening the balance sheets and (iii) pursuing growth opportunities in line with their strategic directions, (b) In case of the Applicant Company No.1: (i) creation of value for shareholders by acquiring ready-to-use assets, including business undertakings and reducing times to market, (ii) Allowing the expansion of the range of the products offered by the Applicant No.1 and its Affiliates in India. The Applicant No.1 is a financially sound Company. The net worth of the Applicant No.1 as on 31st March, 2016 is INR 45, 38, 65,106. In view of the above and keeping in view the provisions of section 230 of The Companies Act, 2013 the following directions are issued.
(3.) That the meeting of the equity shareholders of the Applicant No.1 be convened and held at the registered office of the Applicant No.1 at B-1 Neela Apartments, S.V road, Opp. Mandpeshwar Industrial Estate, Borivali West. Mumbai on Saturday 9th December, 2017, at 12 noon for the purpose of considering and, if thought fit, approving the scheme of amalgamation between the Applicant No.1 being the Transferee Company and the Applicant Nos. 2 to 5 and their respective shareholders and creditors.;